0001104659-16-129216.txt : 20160624 0001104659-16-129216.hdr.sgml : 20160624 20160624111012 ACCESSION NUMBER: 0001104659-16-129216 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160623 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160624 DATE AS OF CHANGE: 20160624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGAN INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31756 FILM NUMBER: 161730217 BUSINESS ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301 315-0027 MAIL ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: PUROFLOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 8-K 1 a16-13962_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 23, 2016

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-31756		13-1947195
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Church Street, Suite 201, Rockville, MD		20850
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 315-0027

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of the Stockholders of Argan, Inc. which was held on June 23, 2016 (the “2016 Annual Meeting”), the following four (4) matters were resolved by the stockholders of Argan, Inc. (the “Company”).

(1) The election of the following nine (9) directors to the Board of Directors of the Company, each to serve until the 2017 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal:

· Rainer H. Bosselmann

· Henry A. Crumpton

· Cynthia A. Flanders

· Peter W. Getsinger

· William F. Griffin, Jr.

· William F. Leimkuhler

· W.G. Champion Mitchell

· James W. Quinn

· Brian R. Sherras

(2) The approval of the 2016 Executive Performance Plan for William F. Griffin, Jr.

(3) The nonbinding advisory approval of the Company’s executive compensation (the “say-on-pay” vote).

(4) The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2017.

A schedule presenting the number of votes cast by the Company’s stockholders is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Results of the Voting at the 2016 Annual Meeting of the Stockholders of Argan, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARGAN, INC.

Date: June 24, 2016	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.		Description

99.1		Results of the Voting at the 2016 Annual Meeting of the Stockholders of Argan, Inc.

EX-99.1 2 a16-13962_1ex99d1.htm EX-99.1

Exhibit 99.1

ARGAN, INC.

RESULTS OF VOTING

2016 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.

(1) The election of the following nine (9) directors to the Board of Directors of the Company, each to serve until the 2017 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal.

The results of the voting were as follows:

NAME OF DIRECTOR	FOR	WITHHELD	BROKER NON-VOTES
Rainer H. Bosselmann	11,186,439	827,339	1,331,283
Henry A. Crumpton	11,586,743	427,035	1,331,283
Cynthia A. Flanders	10,845,036	1,168,742	1,331,283
Peter W. Getsinger	8,454,292	3,559,486	1,331,283
William F. Griffin, Jr.	11,127,356	886,422	1,331,283
William F. Leimkuhler	8,453,033	3,560,745	1,331,283
W.G. Champion Mitchell	11,575,977	437,801	1,331,283
James W. Quinn	8,504,848	3,508,930	1,331,283
Brian R. Sherras	11,125,666	888,112	1,331,283

(2) The approval of the 2016 Executive Performance Plan for William F. Griffin, Jr.

The results of the voting were as follows:

			BROKER
FOR	AGAINST	ABSTAIN	NON-VOTES
11,824,813	136,674	52,291	1,331,283

(3) The nonbinding advisory approval of the Company’s executive compensation (the “say-on-pay” vote).

The results of the voting were as follows:

			BROKER
FOR	AGAINST	ABSTAIN	NON-VOTES
7,708,337	4,263,395	42,046	1,331,283

(4) The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2017.

The results of the voting were as follows:

FOR		AGAINST		ABSTAIN
13,180,548		130,209		34,304